Question 1

What is an IP assignment clause?

Accepted Answer

An IP assignment clause states that the company owns all intellectual property (inventions, code, designs, patents) you create during employment. The company owns it outright — you don't. Even work you do on your own time, on your own equipment, might be claimed by the company if it's "related to the company's business" or "created using company resources." Broad IP assignment clauses are extremely tenant-unfavorable.

Question 2

What is a trade secret protection clause?

Accepted Answer

A trade secret protection clause prohibits you from disclosing or using "trade secrets" or "confidential information" during or after employment. It doesn't claim ownership of what you create — it just restricts you from sharing it. Example: "You cannot disclose the company's customer list, source code, or business strategies." This is narrower than IP assignment — you might own your work, but you can't share it.

Question 3

Which clause is broader: IP assignment or trade secret protection?

Accepted Answer

IP assignment is broader. It claims ownership of what you create. Trade secret protection just restricts disclosure. With IP assignment, the company owns your work; you can't use it anywhere else without permission. With trade secret protection, you might own your work, but you can't talk about it. Generally, IP assignment is more restrictive.

Question 4

What counts as a "trade secret" vs. general knowledge?

Accepted Answer

Trade secrets: Customer lists, source code, algorithms, business strategies, financial data, product roadmaps, anything that gives competitive advantage. General knowledge: Skills you've developed, programming languages, industry practices, publicly available information. The distinction matters because you CAN use general knowledge at competitors; you CANNOT use trade secrets. The problem: companies often claim general knowledge is a trade secret.

Question 5

Can I carve out exceptions for my own projects?

Accepted Answer

Yes, and you should try. Add language: "IP assignment does not apply to inventions created entirely on employee's own time, on employee's own equipment, that do not use company resources and are not related to company's business." This carves out personal projects (hobbies, side projects, GitHub work). Many companies will accept this exception — it protects them while freeing you.

Question 6

What about work I did before I was hired?

Accepted Answer

IP assignment clauses should NOT apply to pre-existing work. Add language: "IP assignment applies only to work created during the term of employment, not to pre-existing intellectual property." If you have code or ideas from before employment, ensure they're explicitly excluded. Some companies will claim past work is theirs if it's related to their business — fight this aggressively.

IP Assignment vs Trade Secret Protection: What's the Real Difference?

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